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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                AMENDMENT NO. 1
                                      TO
                                  FORM 10-K/A

(MARK ONE)

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<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
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                  FOR THE FISCAL YEAR ENDED: FEBRUARY 29, 2000

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<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
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        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                       COMMISSION FILE NUMBER: 000-25249

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                                INTRAWARE, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<S>                                            <C>
               DELAWARE                                     68-0389976
    (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER IDENTIFICATION
    INCORPORATION OR ORGANIZATION)                           NUMBER)
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                          2000 POWELL STREET, SUITE 140
                              EMERYVILLE, CA 94608
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 253-4500
        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                    Common Stock, $0.001 par value per share
                                (TITLE OF CLASS)

    Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /

    The aggregate market value of voting stock held by non-affiliates of the
registrant as of April 30, 2000, was $268,595,456 based upon the last sales
price reported for such date on The Nasdaq National Market. For purposes of this
disclosure, shares of Common Stock held by persons who hold more than 5% of the
outstanding shares of Common Stock and shares held by officers and directors of
the registrant, have been excluded in that such persons may be deemed to be
affiliates. This determination is not necessarily conclusive.

    At April 30, 2000 registrant had outstanding 26,051,042 shares of Common
Stock.

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PORTIONS AMENDED

The Registrant hereby amends Item 14(a)(2) contained in the Registrant's Report
on Form 10-K for the fiscal year ended February 29, 2000 to provide an opinion
by PricewaterhouseCoopers LLP independent auditors to the Financial Statement
Schedules, Schedule II - Valuation and Qualifying Accounts, as set forth below.
Except as set forth in Item 14(a)(2) below, no other changes are made to the
Registrant's Report on Form 10-K for the fiscal year ended February 29, 2000.


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                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) 1.  FINANCIAL STATEMENTS

        See Item 8 above.

    2.  FINANCIAL STATEMENT SCHEDULES

        See Item 14(d) below.

    3.  EXHIBITS

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<CAPTION>
       EXHIBIT
       NUMBER
---------------------
<C>                     <S>
   3.1*                 Certificate of Incorporation of Intraware, Inc.

   3.2*                 Bylaws of Intraware, Inc.

   4.1*                 Specimen Common Stock Certificate.

  10.1*                 Form of Indemnification Agreement between the Registrant and
                          each of its directors and officers.

  10.2*                 1996 Stock Option Plan (as amended on December 17, 1998) and
                          form of agreements thereunder.

  10.3*                 1998 Employee Stock Purchase Plan and form of agreements
                          thereunder.

  10.4*                 1998 Director Option Plan and form of agreements thereunder.

  10.5*                 Form of Registration and Information Rights Agreement.

  10.6*                 Loan Agreement entered into as of July 29, 1998 between the
                          Registrant and Imperial Bank and related General Security
                          Agreement and Collateral Assignment as Collateral, Patent
                          Mortgage and Security Agreement.

  10.7*                 Sleepy Hollow Investment Company Office Lease made
                          August 23, 1996 between Sleepy Hollow Investment Company
                          and Intraware, Inc.

  10.8*                 First Amendment to the Lease for Intraware, Inc. entered
                          into as of May 5, 1997 by and between the Registrant and
                          Sleepy Hollow Investment Company I.

  10.9*                 Second Amendment to the Lease for Intraware, Inc. entered
                          into as of March 31, 1998 by and between the Registrant
                          and Sleepy Hollow Investment Company I.

  10.10*                Master Lease Agreement dated September 9, 1998 between
                          Comdisco, Inc. and Intraware, Inc.

  10.11*                Addendum and Equipment Schedules to the Master Lease
                          Agreement dated as of September 9, 1998 between
                          Intraware, Inc., as Lessee and Comdisco, Inc, as Lessor.

  10.12**               Office Lease between Spieker Properties, L.P. and
                          Intraware, Inc. dated October 1999.

  10.13**               Agreement of Lease made as of January 3, 2000 between Crown
                          Lexington LLC and the Registrant.

  10.14+**              Intraware Services Agreement effective as of July 1, 1999,
                          between Sun Microsystems, Inc. and Intraware, Inc.

  10.15+**              Sun Channel Agreement Master Terms effective as of
                          September 1, 1999 between Sun Microsystems, Inc. and
                          Intraware, Inc.

  23.1                  Consent of Independent Accountants.
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<CAPTION>
       EXHIBIT
       NUMBER
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<C>                     <S>
  27.1                  Financial Data Schedules.
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+   We will seek confidential treatment from the Commission for certain portions
    of this exhibit. The omitted portions will be separately filed with the
    Securities and Exchange Commission.

*   Incorporated by reference to Intraware's Registration Statement on Form S-1
    (File No. 333-69261) declared effective on February 25, 1999.

**  Incorporated by reference to Intraware's Quarterly Report on Form 10-Q for
    the quarter ended November 30, 1999 (File No. 000-25249) as filed with the
    Securities and Exchange Commission on January 14, 2000.

(B) REPORTS ON FORM 8-K

    None.

(C) EXHIBITS

    See Item 14(a)(3) above.

(D) FINANCIAL STATEMENT SCHEDULES

                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

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<CAPTION>
                                            BALANCE AT    ADDITIONS CHARGED
                                           BEGINNING OF     TO COSTS AND                   BALANCE AT END
                                              PERIOD          EXPENSES        WRITE-OFFS     OF PERIOD
                                           ------------   -----------------   ----------   --------------
<S>                                        <C>            <C>                 <C>          <C>
Allowance for doubtful accounts:
  Year ended February 29, 2000...........    $165,000         $502,490         $125,990       $541,500
  Year ended February 28, 1999...........    $ 32,755         $160,395         $ 28,150       $165,000
  Period ended February 28, 1998.........    $      0         $ 31,945         $   (810)      $ 32,755
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     REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE


To the Board of Directors and
Stockholders of Intraware, Inc:



Our audits of the financial statements referred to in our report dated May
15, 2000 appearing in the Annual Report on Form 10-K of Intraware, Inc. also
included an audit of the financial statement schedule listed in Item 14(a)(2)
of this Form 10-K. In our opinion, this financial statement schedule presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related financial statements.

/s/ PricewaterhouseCoopers LLP

San Jose, CA
May 15, 2000


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                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized, on
the 9th day of November, 2000.

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<S>                                                    <C>  <C>
                                                       INTRAWARE, INC.

                                                       By:             /s/ PETER H. JACKSON
                                                            -----------------------------------------
                                                                         Peter H. Jackson
                                                                PRESIDENT, CHIEF EXECUTIVE OFFICER
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